Performance
Share Grant Agreement
1. The
Performance Share Unit Grant for the number of Units specified on
the award summary page is granted to you under, and governed by the
terms and conditions of, the 2008 Performance Plan of The Goodyear
Tire & Rubber Company, adopted effective April 8, 2008
(the “Plan”), and this Grant Agreement. Since your
awards are conveyed and managed online, your online acceptance
constitutes your agreement to, and acceptance of, all terms and
conditions of the Plan and this Grant Agreement. You also agree
that you have read and understand the provisions of the Plan, this
Grant Agreement and Annex A. All defined terms used in this Grant
Agreement have the meanings set forth in the Plan.
2. All
rights conferred upon you under the provisions of this Grant
Agreement are personal to you and no assignee, transferee or other
successor in interest shall acquire any rights or interests
whatsoever under this Grant Agreement, which is made exclusively
for the benefit of you and the Company, except by will or the laws
of descent and distribution.
3. Except
as otherwise provided in this Section 3, the value of the
Units will be determined and contingent upon the extent to which
Performance Goals are achieved during the Performance Period, as
described in Annex A and as determined by the Committee. As further
consideration for the Units granted to you hereunder, except as
otherwise provided in this Section 3, you must remain in the
continuous employ of the Company or one or more of its Subsidiaries
until December 31, 20___, the end of the Performance Period.
In the event of your death, Retirement (defined as termination of
employment at any age after 30 or more years, or at age 55 or older
with at least 10 years, of continuous service with the Company
and its Subsidiaries) or Disability (defined as termination of
employment while receiving benefits for a period of not less than
one year under a long-term disability income plan provided by a
government or sponsored by the Company or one of its Subsidiaries)
prior to completion of the Performance Period, you will receive a
prorated number of Units. Any such proration will be based on the
date of your termination of employment with the Company. Nothing
contained herein shall restrict the right of the Company or any of
its Subsidiaries to terminate your employment at any time, with or
without cause. Further, in the event that you incur a Severance
during the Performance Period, the Units shall be deemed to have
been fully earned at the target amount of the award opportunity
specified on the award summary page.
4. In
the event you retire or otherwise terminate your employment with
the Company or a Subsidiary and within 18 months after such
termination date you accept employment with a competitor of, or
otherwise engage in competition with, the Company, the Committee,
in its sole discretion, may require you to return, or (if not
received) to forfeit, to the Company the payments made (or to be
made) hereunder which you have received (or will receive) at any
time on or after the date which is six months prior to the date of
your termination of employment with the Company. Additionally, if
you have retired from the Company, all Units granted to you
hereunder which are outstanding prior to your competitive
engagement shall be automatically cancelled.
5. The
number of Units earned will be paid as follows:
(a)
Each Unit earned will be valued at a dollar amount equal to the
Fair Market Value of the Common Stock on December 31,
20___(the “Unit Value”); provided, however, that in the
event you incur a Severance during the
1
Performance
Share Grant Agreement
Period,
the Unit Value of the earned Units will be determined using the
Fair Market Value of the Common Stock on the date of your
Severance.
(b)
The Company will pay to you an amount equal to 50% of the Unit
Value multiplied by the total number of Units earned in cash and an
amount equal to 50% of the total number of Units earned in shares
of Common Stock, less such withholding and payroll taxes as the
Company shall determine to be necessary or appropriate (such
withholding and payroll taxes will be deducted first from the cash
portion of the payment and second from the Common Stock portion of
the payment). Except as provided pursuant to an election under
Section 5(c), any payment pursuant to Section 5 of this Grant
Agreement shall be made (i) after the end of the Performance
Period but in no event later than March 15, 20___; or
(ii) in the event of your earlier Severance during the
Performance Period, within 30 days after your Severance. Any
fraction of a Unit will be paid to you on the relevant date in
cash, the amount of which shall be calculated in the manner
specified above.
(c)
Notwithstanding the foregoing, you may elect on a form provided by
the Company (the “Deferral Election”) to defer all or a
specified whole percentage of the aforesaid Units earned until the
Optional Deferral Date (as defined below), in which event the
amount you elect to defer (which shall be equal to the product of
UE x PDE, where UE equals the number of Units earned and PDE equals
the percentage, expressed as a decimal, of the Units earned you
elect to defer) will be credited by March 15, 20___ to an
account maintained in the records of the Company and will be
converted into Deferral Units (as defined below).
(i)
The Deferral Election must be filed with the Company by, and shall
become irrevocable as of, December 31 (or such earlier date as
specified by the Company on the Deferral Election) of the calendar
year next preceding the first day of the Performance Period for
which such Units would otherwise be earned. If you first become
eligible to defer the Units after the beginning of the Performance
Period (within the meaning of Section 409A of the Code and
after applying the plan aggregation rules for voluntary deferral
plans), the Deferral Election must be filed with the Company by,
and shall become irrevocable as of, the thirtieth (30th) day
following the Date of Grant (or such earlier date as specified by
the Company on the Deferral Election) and shall only apply to the
Units earned after the Deferral Election becomes irrevocable using
the procedures set forth under Section 409A of the Code. Once
irrevocable, a Deferral Election shall not be amended or terminated
and payment of earned Units subject to a Deferral Election shall
not be affected by a subsequent Severance.
(ii)
You must also elect on the Deferral Election whether to receive the
Deferral Units in a single lump sum on the fifth business day
following the Optional Deferral Date or, in lieu of a lump sum on
the fifth business day following the Optional Deferral Date,
(1) in a series of not less than five (5) or
2
Performance
Share Grant Agreement
more
than ten (10) annual installments commencing on the fifth
business day following the Optional Deferral Date, or (2) a
specified percentage of your Deferral Units on the fifth business
day following the Optional Deferral Date and the balance of your
Deferral Units in installments as specified in clause (1) of
this sentence. To the extent that you do not designate the form of
payment of the Deferral Units on a Deferral Election as provided in
this Section 5(c)(ii), then the Deferral Units shall be paid
in the form of a single lump sum on the fifth business day
following the Optional Deferral Date.
6. As
used herein, the term: (1) “Deferral Unit” means an
equivalent to a hypothetical share of the Common Stock; and (2)
“Optional Deferral Date” means the first business day
of the twelfth month following the month during which you incur a
“separation from service” with the Company and its
affiliates within the meaning of Section 409A of the Code for
any reason (whether Retirement, Disability, death, voluntary
termination or otherwise). You will be deemed to have
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